1 

FEDERAL ELECTION COMMISSION

1050 FIRST STREET, N.E.

WASHINGTON, D.C. 20463

BEFORE THE FEDERAL ELECTION COMMISSION

In the Matter of ) 

) MUR 8038 

Angel Staffing, Inc., et al. ) 

) 

STATEMENT OF REASONS OF

COMMISSIONERS ALLEN J. DICKERSON AND JAMES E. “TREY” TRAINOR, III

In this Matter, a government contractor, Angel Staffing, Inc., contributed to 

Protect and Serve PAC, an independent expenditure-only committee.1 Such 

contributions are prohibited by the Act.2 Nevertheless, we voted to invoke our 

prosecutorial discretion and provide this Statement of Reasons to explain why.3 

I. THE STATE OF THE LAW

In 2010, the Supreme Court held that bans on independent expenditures by

corporations violate the First Amendment.4 Later that year, the U.S. Court of 

Appeals for the D.C. Circuit determined, en banc and unanimously, that “because 

Citizens United holds that independent expenditures do not corrupt or give the 

appearance of corruption as a matter of law... the government can have no anticorruption interest in limiting contributions to independent expenditure–only 

organizations.” 5 Accordingly, it invalidated the limitations of the Federal Election 

1 Such groups are often called “independent expenditure-only political committees,” or more commonly, 

“Super PACs.” See Fed. Election Comm’n, Form 1 (Statement of Organization), available at: 

https://www.fec.gov/resources/cms-content/documents/fecfrm1.pdf. 

2 52 U.S.C. § 301119(a)(1).

3 Cert. at 2, MUR 8038 (Angel Staffing, Inc., et al.), May 31, 2023; see e.g. Democratic Congressional 

Campaign Comm. v. Fed. Election Comm’n, 831 F.2d 1131, 1135 (D.C. Cir. 1987) (establishing 

requirement that “[t]he Commission or the individual Commissioners” must provide a Statement of 

Reasons why the agency “rejected or failed to follow the General Counsel’s recommendation”). 

4 Citizens United v. Fed. Election Comm’n, 558 U.S. 310 (2010). 

5 SpeechNow.org v. Fed. Election Comm’n, 599 F.3d 686, 696 (D.C. Cir. 2010) (en banc).

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Campaign Act of 1971, as amended, (“FECA” or “Act”) as applied to such 

contributions. In its opinion, the court of appeals held, unmistakably, that the 

government lacks any legitimate interest in preventing independent expenditures by 

an American entity, and therefore also lacks any legitimate interest in preventing 

Americans, singly or in combination using the corporate form, from amalgamating 

their resources to do together what they can plainly do separately.6

But none of the plaintiffs in SpeechNow held a government contract. And just 

five years later, the en banc D.C. Circuit held in Wagner v. Federal Election 

Commission that individuals holding federal contracts could be constitutionally 

barred from contributing directly to candidates.7 Those plaintiffs, however, “frame[d] 

their challenge narrowly” and explicitly repudiated any challenge to the statutory 

ban on contractors making or funding independent expenditures.8 

These “cases, Januslike, point in two directions.”9 The statutory ban on 

government contractor contributions – which predates even the existence of 

independent expenditure-only committees – has never been directly challenged. On 

the other hand, the writing is on the wall. SpeechNow’s unanimous reasoning is 

unmistakable in noting that no anti-corruption rationale can save limitations on the 

funding of independent expenditures. 

And while Wagner articulated a governmental interest in “protecting meritbased administration,” it evaluated that interest only in the context of direct 

contributions to candidates and political parties.10 Because of the narrow question 

6 This constitutional protection is not afforded to foreign nationals. Bluman v. Fed. Election Comm’n, 

800 F.Supp.2d 281 (D.D.C. 2011) (three-judge court); aff’d 565 U.S. 1104 (2012).

7 Wagner v. Fed. Election Comm’n, 793 F.3d 1, 23 (D.C. Cir. 2015 (en banc) (“In sum, we conclude that 

a flat prohibition is closely drawn to the important goals that [the statutory bar] serves”) (citing 

Williams-Yulee v. The Fla. Bar, 573 U.S. 433, 455 (2015)). But see Zac Morgan and Joe Trotter, 

‘Avengers’ of Campaign Finance, Daily Caller, July 24, 2013 (noting the asymmetries inherent in a 

system that allows individuals in charge of federal contracting companies to make personal donations 

to Super PACs while prohibiting individuals holding small contracts from doing the same).

 

8 Wagner, 793 F.3d at 3-4.

 

9 Van Orden v. Perry, 545 U.S. 677, 683 (2005).

10 Wagner, 793 F.3d at 4 (“Nor do they challenge the law as the Commission might seek to apply it to 

donations to PACs that themselves only make only independent expenditures, commonly known as 

‘Super PACs’”).

 

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presented in that case, it neither discussed nor considered evidence concerning 

contributions for independent expenditures.11

Finally, FECA’s text remains clear, despite muddied constitutional waters: “It 

shall be unlawful for any person...who enters into any contract with the United 

States or any department or agency thereof either for the rendition of personal 

services or furnishing any material, supplies, or equipment to the United States” to 

“directly...make any contribution of money...to any...committee.”12 

II. THE SPECIFIC FACTS OF THIS CASE MERITED DISCRETIONARY DISMISSAL

The facts in this case are, mercifully, less complicated than the law.

Angel Staffing, Inc. is a Texas corporation that is a longstanding federal 

contractor.13 Its president and chief executive officer is Shannon Ralston.14 The 

available evidence indicates that Ms. Ralston intended to make a personal 

contribution to the Protect and Serve PAC, an independent expenditure-only 

committee, but ran into a technical issue with her bank.15 So she did what many 

Americans have had to do when faced with our Nation’s complicated campaign 

finance regime: she consulted a lawyer.16 

Ms. Ralston’s “attorneys and tax consultant” then “assure[d]” her of “the 

permissibility of using the Angel Staffing non-repayable drawing account” to make a 

11 Id. at 10. As the Wagner Court’s extensive history of the contractor prohibition demonstrated, 

Congress was particularly concerned with the danger of quid pro quo arrangements involving direct 

bribery of individual representatives. Id. at 15 (“In 2005, for example, Representative Randy “Duke” 

Cunningham pled guilty to accepting millions of dollars in bribes in exchange for influencing Defense 

Department contract awards. Mitchell Wade, the defense contractor who pled guilty to bribing

Cunningham, admitted to making illegal ‘straw’ contributions to two other Members of Congress as 

well...”) (internal citations omitted). 

12 52 U.S.C. § 30119(a)(1).

13 First Gen’l Counsel’s Report (“FGCR”) at 2, MUR 8038 (Angel Staffing, Inc., et al.), Feb. 8, 2023.

14 Id. 

15 Aff. of Shannon Ralston at 1, ¶ 4 (“On February 22, 2022, I attempted to make a $250,000 

contribution to Protect and Serve PAC using a personal bank account, but ran into some processing 

difficulties with my bank”).

16 Cf. Citizens United, 558 U.S. at 324 (“The First Amendment does not permit laws that force speakers 

to retain a campaign finance attorney, conduct demographic marketing research, or seek declaratory 

rulings before discussing the most salient political issues of our day”). 

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donation to Protect and Serve, and she used that account to make the contribution to 

the PAC.17 Ms. Ralston’s attorneys seem to have concluded that because the money 

in that account derived from a $4 million loan from Ms. Ralston to Angel Staffing

“largely to cover payroll costs,”18 and because she had authority to withdraw those 

funds from Angel Staffing,19 the money essentially belonged to Ms. Ralston 

personally.20 

While an understandable conclusion, this was technically incorrect as a matter 

of law.21 Once Ms. Ralston lent funds to Angel Staffing, Inc. and the corporation took 

possession of those funds, they ceased to belong to her. Respondents, in protesting 

their innocence, would have us overlook the foundational principle that a corporation 

and its principals are separate legal persons.22 We declined, as we regularly have in 

other contexts, the invitation to carve out a FECA-specific exception to ancient 

principles of corporate law.23

17 Aff. of Shannon Ralston at 1, ¶¶ 4-7.

18 Angel Staffing, Inc. and Ms. Ralston Resp. at 2, Sept. 30, 2022; id. Ex. B.

19 Resp. at 2 (“[S]he approved a $250,000 wire transfer to [the PAC] using that account”).

20 See id. at 3 (arguing such).

21 Good faith confusion of this kind is common. Tr. of Oral Arg. 17, McCutcheon v. Fed. Election 

Comm’n, 572 U.S. 185 (Oct. 8, 2013) (Scalia, J.) (“I agree that – that this campaign finance law is so 

intricate that I can’t figure it out”).

22 While “[a] corporation is simply a form of organization used by human beings to achieve desired 

ends,” Burwell v. Hobby Lobby Stores, Inc., 573 U.S. 682, 706 (2014), it is “[a] basic tenet of American 

corporate law...that the corporation and its shareholders are distinct entities.” Dole Food Co. v. 

Patrickson, 538 U.S. 468, 474 (2003). Corporations are distinct legal persons, who may hold property, 

sue and be sued, and have limited liability for their investors. Osborn v. Bank of the U.S., 22 U.S. 738, 

830 (1824) (Marshall, C.J.) (“A corporation, it is true, can appear only by attorney, while a natural 

person may appear for himself”); see also NAF Holdings, LLC v. Li & Fung (Trading), Ltd., 772 F.3d 

740, 751 (2d Cir. 2014) (Lynch, J., concurring) (“The many benefits of limited liability (for society as 

well as for the shareholders) are built on the idea that every corporation is a distinct legal person from 

its parent or subsidiary corporations and from its various shareholders”). 

23 Statement of Reasons of Chairman Dickerson and Comm’rs Cooksey and Trainor at 5-7, MUR 7491 

(American Ethane Co., LLC), Oct. 27, 2022 (rejecting OGC recommendation to treat foreign 

investment in a U.S. company as if it were the same as foreign ownership of a domestic subsidiary);

Statement of Reasons of Vice Chair Dickerson and Comm’rs Cooksey and Trainor at 3, MUR 7180 

(GEO Correction Holdings, Inc.), Oct. 13, 2021 (“A vote to enforce under these circumstances would 

carry implications far beyond this particular Matter and potentially contradicts basic principles of 

corporate law and limited liability upheld by courts over decades”); Statement of Reasons of Vice Chair 

Dickerson and Comm’rs Cooksey and Trainor at 3, n.13, MUR 7243 (CITGO Petroleum Co.), Apr. 1, 

2021 (“As the Supreme Court has recognized, it is ‘[a] basic tenet of American corporate law...that the 

corporation and its shareholders are distinct entities’”) (quoting Dole Food Co., 538 U.S. at 474). 

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Thus, our Office of General Counsel recommended that we find reason-tobelieve that Respondent Angel Staffing, Inc. “made a prohibited government 

contractor violation.” 24 Because Ms. Ralston relied upon advice of counsel, could have 

lawfully structured this transaction if correctly advised, and promptly attempted to 

correct her error,25 we do not believe the public interest requires additional penalties. 

Conversely, to pursue this violation would have exposed the Commission to a 

costly defense of the statutory ban’s dubious constitutionality. Responsible 

adjudication requires us to consider whether “the agency [would be] likely to 

succeed”26 in a particular enforcement action and to husband the scarce resources 

assigned to us by Congress. Directing additional attorney time toward punishing a 

technical violation occasioned by responsible reliance upon advice of counsel did not, 

to us, present a high enforcement priority.

 

Accordingly, while we may decide differently under different facts, such as in 

an egregious or clear-cut case, we did not believe further pursuit of this matter to be 

a wise use of Commission resources and dismissed it pursuant to our prosecutorial 

discretion.27 

CONCLUSION

For the foregoing reasons, we voted to dismiss this matter pursuant to the 

agency’s prosecutorial discretion.

24 FGCR at 13.

25 FGCR at 5 (“Ralston attests that, after she was notified of the Complaint in this [M]atter, she 

‘directed [her] attorneys to request that [the Committee] amend its report to reflect the $250,000 

contribution as coming from [her] personally and not Angel Staffing’; the Committee subsequently 

amended its 2022 April Quarterly Report to conform with this understanding”) (first bracket supplied, 

rest in original, internal citation omitted).

26 Heckler v. Chaney, 470 U.S. 821, 831 (1985). 

27 Id. (Agencies “must not only assess whether a violation has occurred, but whether agency resources 

are best spent on this violation or another, whether the agency is likely to succeed if it acts...An agency 

generally cannot act against each technical violation of the statute it is charged with enforcing”). 

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_________________________________ _________________________

Allen Dickerson Date

Commissioner

_________________________________ _________________________

James E. “Trey” Trainor, III Date

Commissioner

July 3, 2023

July 3, 2023

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